Common use of Financial Statements and Condition Clause in Contracts

Financial Statements and Condition. The Borrower's audited consolidated financial statements as at December 31, 2001 heretofore furnished to the Banks were prepared in accordance with GAAP consistently applied throughout the periods involved (except as may be indicated in the notes thereto regarding the adoption of new accounting policies) and present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the respective dates thereof and the consolidated results of operations of the Borrower and its Subsidiaries for the respective periods then ended. The Borrower's unaudited interim financial statements as at March 31, 2002 heretofore furnished to the Banks were prepared in accordance with GAAP consistently applied throughout the periods involved and in a manner consistent with that employed in the Borrower's audited consolidated financial statements as at December 31, 2001. The Borrower's unaudited interim financial statements as at March 31, 2002 do not contain any footnote disclosures and are subject to normal recurring year-end adjustments, but otherwise present fairly in all material respects the consolidated financial condition and consolidated results of operations of the Borrower and its Subsidiaries as of the dates and for the periods indicated therein except as otherwise set forth therein. As of the dates of such financial statements, neither the Borrower nor any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. Since December 31, 2001, there has been no material adverse change in the business, operations, property, assets or condition, financial or otherwise, of the Borrower and its Subsidiaries taken as a whole.

Financial Statements and Condition. The Borrower's audited consolidated (a) All annual and quarterly financial statements as at December 31, 2001 heretofore furnished delivered by the Credit Parties to the Banks were Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction), have been prepared in accordance with GAAP consistently applied throughout the periods involved on a consistent basis (except for the absence of footnotes and subject to year-end audit adjustments as may be indicated in to the notes thereto regarding the adoption of new accounting policiesinterim statements) and fairly present fairly the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations and changes in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the respective dates thereof and the consolidated results of operations of the Borrower and its Subsidiaries for the respective periods then ended. The Borrower's unaudited interim All monthly financial statements delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties and their Subsidiaries as at March 31, 2002 heretofore furnished to such dates and the Banks were prepared in accordance with GAAP consistently applied throughout the periods involved and in a manner consistent with that employed in the Borrower's audited consolidated financial statements as at December 31, 2001. The Borrower's unaudited interim financial statements as at March 31, 2002 do not contain any footnote disclosures and are subject to normal recurring year-end adjustments, but otherwise present fairly in all material respects the consolidated financial condition and consolidated results of their operations of the Borrower and its Subsidiaries as of the dates and for the respective periods indicated therein except as otherwise set forth thereinthen ended. As of the dates of such financial statements, neither the Borrower nor no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. Since December 31With respect to the Credit Parties, 2001other than the Xxxxxxxxxx’x Entity, since June 30, 2007, there has been no material adverse change in Material Adverse Occurrence and with respect to the businessXxxxxxxxxx’x Entity, operationssince December 31, property2007, assets or condition, financial or otherwise, of the Borrower and its Subsidiaries taken as a wholethere has been no Material Adverse Occurrence.

Financial Statements and Condition. The Borrower's audited consolidated financial statements as at December 31, 2001 heretofore furnished to the Banks were prepared in accordance with GAAP consistently applied throughout the periods involved balance sheet ---------------------------------- (except as may be indicated in including the notes thereto regarding the adoption thereto) of new accounting policies) and present fairly in all material respects the consolidated financial position of the Borrower K-V and its Subsidiaries at the respective dates thereof and the on a consolidated results of operations of the Borrower and its Subsidiaries for the respective periods then ended. The Borrower's unaudited interim financial statements basis as at March 31, 2002 heretofore furnished to 2004, and the Banks were prepared related statements of operations and stockholders' equity and statements of cash flows of K-V and its consolidated Subsidiaries for the fiscal year then ended, have been audited by KPMG LLP and are complete and correct, in accordance with GAAP consistently applied throughout GAAP, and fairly present the periods involved financial condition of K-V and in its Subsidiaries on a manner consistent with that employed in the Borrower's audited consolidated financial statements basis as at December 31, 2001. The Borrower's unaudited interim financial statements as at such date and the results of the operations of Borrower for the period ended on such date and since March 31, 2002 do not contain any footnote disclosures and are subject to normal recurring year-end adjustments, but otherwise present fairly in all material respects the consolidated financial condition and consolidated results of operations of the Borrower and its Subsidiaries as of the dates and for the periods indicated therein except as otherwise set forth therein. As of the dates of such financial statements, neither the Borrower nor any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. Since December 31, 20012004, there has been no material adverse change in the any Borrower's financial condition, business, properties or operations, property, assets or condition, financial or otherwise, . The interim balance sheet (including the notes thereto) of the Borrower K-V and its Subsidiaries taken on a consolidated basis as at September 30, 2004, and the related statements of operations and stockholders' equity and statements of cash flows for the period then ended, are complete and correct and fairly present the financial condition of K-V and its Subsidiaries on a wholeconsolidated basis at such date, in accordance with GAAP (subject to normal year-end audit adjustments and except as specified in the notes thereto). No Borrower has on the date hereof, nor will have on the date of any Loan or advance made by any Lender hereunder, any material contingent obligations, long-term leases or material forward or long-term commitments, which are required to be reflected in the foregoing statements (and the related notes thereto) and are not so reflected.

Financial Statements and Condition. The Borrower's audited consolidated financial statements as at December 31, 2001 heretofore furnished to the Banks were prepared in accordance with GAAP consistently applied throughout the periods involved balance sheet (except as may be indicated in including the notes thereto regarding the adoption thereto) of new accounting policies) and present fairly in all material respects the consolidated financial position of the Borrower K-V and its Subsidiaries at the respective dates thereof and the on a consolidated results of operations of the Borrower and its Subsidiaries for the respective periods then ended. The Borrower's unaudited interim financial statements basis as at March 31, 2002 heretofore furnished to 1997, and the Banks were prepared related statements of operations and stockholders' equity and statements of cash flows of K-V and its consolidated Subsidiaries for the fiscal year then ended, have been audited by BDO Seidman, LLP and are complete and xxxxxxx, in accordance with GAAP consistently applied throughout GAAP, and fairly present the periods involved financial condition of K-V and in its Subsidiaries on a manner consistent with that employed in the Borrower's audited consolidated financial statements basis as at December 31, 2001. The Borrower's unaudited interim financial statements as at such date and the results of the operations of Borrower for the period ended on such date and since March 31, 2002 do not contain any footnote disclosures and are subject to normal recurring year-end adjustments, but otherwise present fairly in all material respects the consolidated financial condition and consolidated results of operations of the Borrower and its Subsidiaries as of the dates and for the periods indicated therein except as otherwise set forth therein. As of the dates of such financial statements, neither the Borrower nor any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. Since December 31, 20011997, there has been no material adverse change in the any Borrower's financial condition, business, properties or operations, property, assets or condition, financial or otherwise, . The interim balance sheet (including the notes thereto) of the Borrower K- V and its Subsidiaries taken on a consolidated basis as at April 30, 1997, and the related statements of operations and stockholders' equity and statements of cash flows for the period then ended, are complete and correct and fairly present the financial condition of K-V and its Subsidiaries on a wholeconsolidated basis at such date, in accordance with GAAP (subject to normal year-end audit adjustments and except as specified in the notes thereto). No Borrower has on the date hereof, nor will have on the date of any Loan or advance made by Bank hereunder, any material contingent obligations, long-term leases or material forward or long-term commitments, which are required to be reflected in the foregoing statements (and the related notes thereto) and are not so reflected.